Current Report Filing (8-k)
February 22 2019 - 6:12AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of Earliest event Reported): February 12,
2019
AMERICAN
RESOURCES CORPORATION
(Exact name of
registrant as specified in its charter)
Florida
(State
or other jurisdiction of incorporation)
|
000-55456
(Commission
File Number)
|
46-3914127
(I.R.S.
Employer Identification No.)
|
9002
Technology Lane, Fishers Indiana, 46038
(Address
of principal executive offices)
(317)
855-9926
(Registrant’s
telephone number, including area code)
________________________________________________
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (See: General Instruction
A.2. below):
[
]
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[
]
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act
(17CFR240.14a-12)
[
]
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17CFR240.14d-2(b))
[
]
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17CFR240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
Item
2.01 Completion of Acquisition or Disposition of
Assets
On
February 12, 2019, American Resources closed a merger agreement
with Empire Kentucky Land, Inc (“Empire Kentucky”)
whereby American Resources will issue Two Million (2,000,000) Class
A Common Shares in exchange for 100% of the outstanding shares of
Empire Kentucky. Empire Kentucky, along with its wholly-owned
subsidiary, Colonial Coal Company, Inc., owns real estate and
mineral deposits located in Pike County, Kentucky, near American
Resources’ McCoy Elkhorn Coal operations. Concurrently,
American Resources entered into an Asset Purchase Agreement with
Empire Coal Holdings, LLC (“Empire Coal”) to purchase
additional real estate and mineral deposits held by Empire Coal.
Consideration paid to Empire Coal for the acquired assets consists
of Five Hundred Thousand Dollars ($500,000) and a promissory note
in the amount of Two Million Dollars ($2,000,000). The promissory
note is secured by the purchased property held by Empire Coal and
Empire Kentucky and has a six-month term and a Three Percent (3.0%)
annual interest rate. Both Empire Kentucky and Empire Coal are
under common control. The effective date of the transaction was
February 12, 2019 and is accounted for as an asset purchase under
Update ASU 2017-01 Business Combinations (Topic 805).
Item 9.01
Financial Statements and
Exhibits.
(d)
Exhibits
The
following exhibits are attached hereto and filed
herewith.
Exhibit No.
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Description
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Agreement
and Plan of Merger with Empire Kentucky Land, Inc.
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Asset
Purchase Agreement with Empire Coal Holdings, LLC
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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American Resources
Corporation
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Date:
February 21, 2019
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By:
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/s/
Mark C.
Jensen
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Mark C.
Jensen
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Chief Executive
Officer
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